Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AZO > SEC Filings for AZO > Form 8-K on 14-Dec-2011All Recent SEC Filings

Show all filings for AUTOZONE INC

Form 8-K for AUTOZONE INC


14-Dec-2011

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of Executive Deferred Compensation Plan. On December 13, 2011, the Compensation Committee of the Board of Directors (the "Compensation Committee") of AutoZone, Inc. (the "Company" or "AutoZone") approved the Second Amendment to the AutoZone, Inc. Executive Deferred Compensation Plan ("Deferred Compensation Plan"), establishing the definition of "retirement date" for amounts deferred in plan years beginning on or after January 1, 2012, as the date on which (A) a participant has attained the age of 55, (B) the participant has completed at least five years of full-time service with the Company, (C) the sum of the number of full-time years of service with the Company and the participant's age equals at least 65 and (D) the participant experiences a Termination of Employment as defined in the Deferred Compensation Plan. The Second Amendment is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

Amendment of Executive Stock Purchase Plan. On December 13, 2011, the Compensation Committee approved the First Amendment to the AutoZone, Inc. Fourth Amended and Restated Executive Stock Purchase Plan (the "XSPP"), establishing the definition of "normal retirement date" with respect to options granted in plan years beginning on or after January 1, 2012, as the earliest date on which (A) a participant has attained the age of 55, (B) the participant has completed at least five years of full-time service with the Company or a subsidiary of the Company and (C) the sum of the number of full-time years of service with the Company or a subsidiary of the Company and the participant's age equals at least
65. The First Amendment is attached as Exhibit 10.2 to this Form 8-K and incorporated by reference herein.



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) AutoZone's Annual Meeting of Stockholders was held on December 14, 2011.

(b) The stockholders took the following actions at the Annual Meeting:

Proposal 1: The stockholders elected nine directors, each of whom will hold office until the Annual Meeting of Stockholders to be held in 2012 and until his or her successor is duly elected and qualified. Each director received more votes cast "for" than votes cast "against" his or her election. The tabulation of votes with respect to each nominee for director was as follows:

                                                Votes                            Broker
   Nominee                   Votes For         Against        Abstentions       Non-Votes

   William C. Crowley         32,887,039       1,823,939            15,193       1,658,139

   Sue E. Gove                34,691,546          21,873            12,752       1,658,139

   Earl G. Graves, Jr.        34,675,034          38,237            12,900       1,658,139

   Robert R. Grusky           34,657,282          55,616            13,273       1,658,139

   J. R. Hyde, III            34,666,101          51,929             8,141       1,658,139

   W. Andrew McKenna          34,484,907         228,342            12,922       1,658,139

   George R. Mrkonic, Jr.     34,663,291          48,995            13,885       1,658,139

   Luis P. Nieto              34,688,349          23,144            14,678       1,658,139

   William C. Rhodes, III     34,192,394         517,086            16,691       1,658,139

Proposal 2: The Audit Committee's designation of Ernst & Young LLP as AutoZone's independent registered public accounting firm for the fiscal year ending August 25, 2012 was ratified by the stockholders. The tabulation of votes on this matter was as follows:

--------------------------------------------------------------------------------
                                36,079,181     votes for

                                   289,203     votes against

                                    15,926     abstentions

There were no broker non-votes for this item.

Proposal 3: The compensation of AutoZone's named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

                              34,230,629     votes for

                                 260,217     votes against

                                 235,325     abstentions

                               1,658,139     broker non-votes

Proposal 4: An annual advisory vote on executive compensation was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:

                         32,862,782     votes for every year

                             55,110     votes for every two years

                          1,776,811     votes for every three years

                             31,468     abstentions

(d) As set forth above, a majority of the votes cast for Proposal 4 specified that future advisory votes on executive compensation should be held every year. In light of these results, the Board of Directors has determined to hold an annual stockholder advisory vote on executive compensation until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than AutoZone's annual meeting of stockholders in 2017.



Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed with this Current Report pursuant to Item 5.02:

(d) Exhibits

10.1 Second Amendment to the AutoZone, Inc. Executive Deferred Compensation Plan.

10.2 First Amendment to the AutoZone, Inc. Fourth Amended and Restated Executive Stock Purchase Plan.


  Add AZO to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AZO - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.